ASX ANNOUNCEMENT 12.5.04
(recommend viewing the original
announcement in case of typos)
CBD 12:42 PM Consolidation/Trading
Udpate/Acq of OP Industries
Consolidation Improved and
Implemented
CBD Energy Limited ("CBDE") wishes to advise that, as a
result of the approval of resolution 4 at the Extraordinary General Meeting held
yesterday, the shares in the company have moved to a deferred settlement status
on the Australian Stock Exchange as part of the consolidation process.
As
previously advised the consolidation will result in significant saving of fees
paid to ASX annually. (Personal notation: ASX fees are charged at a rate of
20c per share regardless of SP.)
The share price closed on 11 May
2004 at 1c, with bidders at 1c and sellers at 1.1c. This equates to consolidated
prices of 50c and 55c respectively. Following the consolidation 40,431,013
ordinary shares on issue in CBD Energy Limited (compared with the
pre-consolidation number of 2,021,550,669).
Trading
Update
CBD Energy has continued to trade profitably since the
February profit announcement made on 19 March. Set out below is a summary of
trading for each of the months of February, March, and April 2004. Please note
that these results are
unaudited.
..................February....March.......April
Revenue...365,802......480,123...735,654
NPAT
..........10,368........24,987.....60,477
It is anticipated that profit
will continue to grow in coming months. Further, with the integration of O.P.
Industries in the coming weeks, the company has previously advised the market
that it has upgraded its FY2005 earnings forecast to $3.4M NPAT ($3.85M NPAT pre
amortisation of goodwill).
Acquisition of O.P.
Industries
The company wishes to advise that it is in the final
stages of the capital raising related to the acquisition of O.P. Industries, as
previously advised. It is currently anticipated that the raising will be
completed by 31st May, 2004, and the acquisition settled on or before that
time.
CBD Energy Limited's Australian Operations now include Capacitor
Technologies, Parmac, and now O.P. Industries. CBD Energy Limited's Hong Kong
Operations are operated by CBD's wholly owned subsidiary, Ventronics.
----- Original Message -----
Sent: Wednesday, May 12, 2004 11:18
AM
Subject: Re: [sharechat] CBD Calling
Cris
Nothing sinister in today's suspension.
ASX began the
CBD share consolidation as soon as CBD released results of their AGM yesterday
(the vote for the 50:1 share consolidation was carried at AGM).
CBD did
not state a date for the consolidation so ASX processed
immediately.
CBD initiated discussion with ASX re same this morning
(after learning of the suspension).
Outcome is pending.
----- Original Message -----
Sent: Tuesday, May 11, 2004 4:16
PM
Subject: Re: [sharechat] CBD Calling
Cris
RESULTS OF EXTRAORDINARY AGM
Refer Item 2 below: Share
Consolidation 50:1 - Carried
Refer Item 3 below: Share Issue to enable
acquisition/s - Carried
NB Settlement for the OP Industries acquisition (refer Item 1
below) is scheduled for 14.5.04 - no details of share issue
yet - perhaps the planned share issue is for something else
they have in mind?
----- Original Message -----
Sent: Monday, May 10, 2004 2:35
PM
Subject: Re: [sharechat] CBD Calling
Cris
HI Allan,
In my (humble, bumbling) opinion .011 is a
good entry point for CBD.
CBD Energy are planning a 50:1
consolidation at some stage but note, they are now profitable
and are also in a major growth (acquisition) phase.
Acquisitions to-date have
been well-aligned, delivering synergies.
CBD are also planning a share issue to fund
acquisitions, but have stated that the issue price will not be less than
.011 per share (see Item 3C below).
Regards,
Cris
Good news all round.
1) Good News:
CBD has signed a contract to purchase
O.P. Industries for $7.5M which represents an annual multiple of 2.4 times
EBITDA and 2.7 times EBIT - in the opinion of the board the purchase price
is fair and reasonable - represents a natural extension of current
business activities - greater visibility with major corporates, developers
and builders (NB hence notice of capital raising).
Mr Earl
Sakareassean has agreed to continue in his role as MD of O.P. Industries
(for the next 3 years) and has been invited to join the board of CBD as Executive Director.
Mr
Sakareassean - "... Long identified as an area offering growth, CBDE will
provide the products, services and knowledge necessary for O.P. Industries
to credibly approach their existing and prospective clients with energy
saving possibilities. Certainly we are seeing the demand. Tenders are
increasingly seeking energy efficient alternatives ... '
Mr Wayne
Rudland, CBDE's Chief Operating Officer - " ... complementary and
overlapped skills ... far better market coverage ... vertical integration
possibilities ... cost advantages - fabrication capability ...
"
O.P. Industies have operations in Melbourne, Sydney, Wangaratta,
Albury and Ballarat with each providing a 24/7 service support capability
- 220 employees - major supplier to hospitals - approved tender for
mechanical services to Safeway/Woolworths, Melbourne Univ, Telstra -
significant works for other corps including Aust Post, The Age, RMIT,
Coles/Myer, GMH, Toll Logistics, Visy, and Pfizer. Top clients over past 5
years (>$20M of business include Probuild Constructions, Multiplex,
Telstra, Leighton Constractors, and Hooker Cockram. Settlement for the
acquisition is scheduled for 14.5.04.
________
2) Re 50:1
share consolidation - More Good News - Shares acquired/owned by Bay
Terrace Pty Ltd and Directors are subject to the same escrow restrictions
as set out in CBD's ASX Announcement dated 30.6.03, namely voluntary
escrow until 30 June 2005.
Broadly, the escrow restrictions
preclude directors of CBD
Energy Limited from selling any shares in the company on market (other
than by way of special crossings), and directors must provide the Chairman
with at least 3 business days written notice of any intention to sell
shares off market (including special crossing).
Holdings
Follow:
A) Non-Exec Director: Nick Kephala - continued to acquire
late 2003
- holding 142,480,823
B) Non-Exec Director: David Hood
- has acquired 4,132,333 (direct) & 750,000 (indirect) in
total
C) Major Shareholder: Bay Terrace Holdings Pty Ltd - holding
919,845,892 (45.6% control of voting power)
D) Chief Financial
Officer: Robert Edis - new - nil holding to-date
E) Non-Exec
Chairman - Gerry McGowan (assoc TRW Holdings Pty Ltd) - new - nil holding
to-date
_______
3) Re Share Issue to raise $10M - Again,
Good News:
A) ' ... Directors have agreed that the capital raised
may only be utilised to fund acquisitions that result in positive earnings
per share for the Company as a whole. ... '
B) ' ... It is
envisaged that the funds will be raised by placements to institutions and
sophisticated investor clients of stockbrokers once a proposed acquisition
is nearing completion. The company is only raising funds for acquisition
purposes. ... '
C) ' ... at an issue price of at least 90% of the
weighted average market price of the Company's fully paid ordinary shares
over the preceding 5 trading days before the day on which the issue is
made, and in any event, not less than $0.011 per share. ...
'
________
----- Original Message -----
Sent: Monday, May 10, 2004 1:43
PM
Subject: [sharechat] CBD Calling
Cris
Cris,
I note in several of your posts you say
you're watching CBD for a good entry point. If you would'nt mind
revealing the info, what is your idea of a good entry point??
It
appears that you market is selling off rather sharply today -- I do wish
you would not follow our bad example we set on Friday
here.
Allan
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